PLACEMENT AGENCY AGREEMENTFidelity Federal Bancorp • July 8th, 2013 • New York
Fidelity Federal Bancorp, an Indiana corporation (the "Company"), United Fidelity Bank, fsb, a federal savings bank (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with the placement agents set forth on Schedule A hereto (the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 6,657 shares of Fixed Rate Cumulative Perpetual Preferred Stock Series A, no par value per share (the "Series A Preferred Stock"), and 200 shares of Fixed Rate Cumulative Perpetual Preferred Stock Series B, no par value per share (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Securities"), of the Company.
